The undersigned, acting on behalf of the Board of Directors pursuant to delegated
authority, has fully considered all available facts and information relevant to the
factors of Section 6 of the Federal Deposit Insurance Act relating to the application for
Federal Deposit Insurance for Assurance Partners Bank (the bank), a proposed new federal
savings bank to be located at Two Meridian Park Plaza, Carmel, Hamilton County, Indiana,
and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached
Statement, that the application submitted by the bank for Federal Deposit Insurance be and
the same hereby is approved subject to the following conditions:

(1) That beginning paid-in capital funds of not less than $11,000,000 be provided;

(2) That a tangible capital to total assets ratio of not less than 10% be maintained
for the first five years after deposit insurance is effective;

(3) That any changes in proposed management or proposed. ownership (10% or more of
stock) of the bank, including new acquisitions of or subscriptions to 10% or more of the
bank's stock, will render this commitment null and void unless such proposal is approved
by the Regional Director prior to opening of the bank;

(4) That Federal deposit insurance shall not become effective unless and until the
applicant has been established as a federal savings bank, that it has authority to conduct
a banking business, and that its establishment and operation as a bank have been fully
approved by the Office of Thrift Supervision;

(5) That the bank shall operate within the parameters of the submitted business plan.
Furthermore, during the first three years of operations, the bank shall notify the
Regional Director of any proposed major deviation or material change from the submitted
plan 60 days before consummation of the change.

(6) That until the conditional commitment herein ORDERED becomes effective, the
FDIC shall have the right to alter, suspend or withdraw the said commitment should any
interim development be deemed to warrant such action;

(7) That if deposit insurance has not become effective within twelve months from the
date of this ORDER, or unless, in the meantime, a request for an extension of time
has been approved by the FDIC, the consent granted shall expire at the end of the
twelve-month period; and

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C.
1815), an application for federal deposit insurance with membership in the Savings
Association Insurance Fund has been filed by the National Association of Mutual Insurance
Companies (NAMIC) on behalf of Assurance Partners Bank (the bank), a proposed new federal
savings bank to be located at Two Meridian Park Plaza, Carmel, Hamilton County, Indiana.

The bank's sole shareholder will be First Assurance Bancorp (First Assurance), a newly
formed thrift holding company. Stock ownership of First Assurance will be held by NAMIC
and insurance company members of NAMIC. NAMIC is a trade association for the property and
casualty insurance industry, and is comprised of more than 1,150 mutual insurance
companies and associations located in over 40 states in the United States, and in Canada
and Europe.

The proposal is being undertaken in order to provide the sales representatives and
independent insurance agents of NAMIC's members with the opportunity to remain competitive
in the changing financial marketplace in which banks and other entities are offering
insurance products. The chartering of the bank would enable NAMIC to make available loans
and other financial products and services in addition to property/casualty insurance
products on a nationwide basis.

The Bank intends to emphasize its local ties and commitments through its relationship
with NAMIC members and their related insurance agencies and agents. As the Bank matures,
it anticipates being able to increase availability of lending services to smaller
communities throughout the U.S. by creating awareness of new products, services, and
credit application delivery channels through NAMIC member investors and their agents. The
Bank will offer home equity loans, first and second mortgage loans, small business loans,
student loans and consumer loans. The products will be offered to clients of NAMIC
insurance member companies and their agents and to the general public through direct mail
and other forms of advertising.

For purposes of this proposal, the investment in fixed assets is reasonable, capital is
adequate, future earnings prospects are favorable, and management is considered
satisfactory. This institution provides an alternative banking source to its targeted
market with no adverse effect on the competitive environment. Corporate powers to be
exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undo
risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon a careful evaluation of all available facts and information,
the Associate Director, pursuant to delegated authority, has concluded that approval of
the application is warranted.